Rubrik, Inc. — Director's Dealing 2024

Dec 20, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rubrik, Inc. (RBRK)
CIK: 0001943896
Period of Report: 2024-12-17

Reporting Person: THOMPSON JOHN WENDELL (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-12-17	Restricted Stock Units	$	M	16666	Disposed	2029-11-28	Class B Common Stock (16666)	Direct
2024-12-17	Restricted Stock Units	$	M	8333	Disposed	2029-11-28	Class B Common Stock (8333)	Direct
2024-12-17	Class B Common Stock	$	M	24999	Acquired		Class A Common Stock (24999)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (853447)	953446	Indirect

Footnotes

F1: Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Class B Common Stock.

F2: The RSUs shall vest as follows: 1/3 of the shares subject to the RSU vested on December 15, 2023, and 1/3 of the shares subject to the RSU vest every year thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan).

F3: The RSUs shall vest as follows: 1/3 of the shares subject to the RSU vested on December 15, 2023, and 1/3 of the shares subject to the RSU vest every year thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person's continued service as Lead Independent Director of the Issuer's board of directors.

F4: Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

F5: The shares are held of record by John and Sandra Thompson Trust, for which the Reporting Person serves as a co-trustee and shares voting and dispositive power with his spouse.